SEC Form 4 · accession 0001209191-17-000883

FB Financial Corp · FBK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and CEO · Director

Period of report

Dec 31, 2016

Accepted (ET)

Jan 4, 2017 · 4:22 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001649749

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Dec 31, 2016	M	113,158	$0.00	A	285,453	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
EBI Units^F1,F2,F4	—	Dec 31, 2016	M	113,158	D	—	—	Common Stock	113,158	0	D

F1The issuer granted 100,420 EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"), pursuant to which, on or shortly following the vesting date, the reporting person would receive an amount in cash equal to the fair market value of a share of common stock on the December 31 immediately preceding the payment date. Following the consummation of the issuer's initial public offering (the "IPO"), the issuer permitted participants to elect to receive, for each EBI Unit vested to such participant, either (i) an amount in cash or (ii) a number of shares of issuer common stock. The reporting person elected to receive shares of issuer common stock in full settlement of these EBI Units.
F2Following the Company's IPO, EBI Units granted under the 2012 EBI Plan were adjusted to prevent dilution of such EBI Units as a result of the IPO, as follows: (i) the number of EBI Units held under the 2012 EBI Plan, multiplied by (ii) 1.13 (determined by dividing $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price).
F3Reflects the stock settlement of EBI Units granted under the 2012 EBI Plan.
F4On December 31, 2016, the EBI Units were fully-vested and distributable to Mr. Holmes.